TLR » Topics » Registration Rights Agreement (Exhibit C of the Stock Purchase and Sale Agreement, as amended)

This excerpt taken from the TLR 8-K filed Mar 10, 2006.

Registration Rights Agreement (Exhibit C of the Stock Purchase and Sale Agreement, as amended)

As of March 3, 2006, the Registrant and the Kettle Shareholders (individually and collectively) entered into a Registration Rights Agreement wherein the Kettle Shareholders were granted the right to have their shares of TBLC common stock included in subsequent registration statements filed with the Securities and Exchange Commission (the “Registrable Shares”). The Registrable Shares include the 100,000 shares of TBLC common stock issued Purchase and Sale Agreement to the Kettle Shareholders (75,000 shares – David Deeds; 25,000 shares – Doug Kettle) and the shares of common stock into which the Preferred Stock can be converted. See “Series A Preferred Stock Resolution of Timberline Resources Corporation”, below, and the Registrant’s Current Report on Form 8-K filed on December 19, 2005 which is incorporated by reference herein.

The Registration Rights Agreement provides for “piggyback registration rights” and “demand registration rights”.  The piggyback registration rights allow for the Registrable Shares (or any portion thereof) to be included in any registration statement that the Registrant files for its own account or for the account of third parties, subject to certain conditions, limitations and restrictions. The demand registration rights allow the Kettle Shareholders to demand that the Registrant include the Registrable Shares (or any portion thereof) in a Form S-3 registration statement, if and when the Registrant becomes eligible to use said registration form, subject to certain conditions, limitations and restrictions. The Registration Rights are assignable with the prior written consent of TBLC. The expenses related to the filing of any registration statements shall be the responsibility of the Registrant.


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